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EXCHANGE OF SHARES AGREEMENT



This Exchange of Shares Agreement (the Agreement) is effective [DATE],

BETWEEN:  [YOUR COMPANY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [SECOND PARTY NAME] (the "Corporation"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


WHEREAS [YOUR COMPANY NAME] is the beneficial owner and registered holder of [NUMBER] Class [SPECIFY] Shares (the Shares) in the capital stock of the Corporation;

WHEREAS the parties wish to exchange the Shares for [NUMBER] Class [SPECIFY] Shares of the share capital of the Corporation;

NOW THEREFORE, the parties hereto agree as follows:


1.  EXCHANGE OF SHARES

1.1  Subject to the terms and conditions herein contained, the Corporation hereby purchases the Shares, said Shares having a stated capital of [AMOUNT] in exchange of the issuance by the Corporation to [YOUR COMPANY NAME] of [NUMBER] Class [SPECIFY] Shares of the share capital of the Corporation, an amount of [AMOUNT] being added to the stated capital account in respect of said Class [SPECIFY] Shares.


2.  FIRST PARTYS REPRESENTATIONS AND WARRANTIES

2.1  [YOUR COMPANY NAME] represents and warrants that:

2.1.1  [YOUR COMPANY NAME] is the sole, true and absolute owner and registered holder of the Shares with good and marketable title thereto, free and clear of any pledge, security interest, lien, charge or encumbrances or option or other rights whatsoever;

[YOUR COMPANY NAME] is a resident of [COUNTRY] for the purposes of the Income Tax Act ([COUNTRY]) and the Taxation Act ([STATE/PROVINCE]);

[YOUR COMPANY NAME] is incorporated under the laws of [COUNTRY] and is duly organized and validly existing thereunder;

2.1.4  [YOUR COMPANY NAME] has taken all necessary or desirable actions, steps and corporate proceeding to approve or authorize, validly and effectively, the sale of the Shares contemplated herein.
3.  SECOND PARTYS REPRESENTATIONS AND WARRANTIES

3.1  The Corporation represents and warrants that:

3.1.1  The Corporation is a resident of [COUNTRY] of the purposes of the Income Tax Act ([COUNTRY]) and the Taxation Act ([STATE/PROVINCE]);

3.1.2  The [NUMBER] Class [SPECIFY] Shares have been duly and validly allotted and issued and are outstanding as fully-paid and non-assessable shares in the share capital of the Corporation;

3.1.3  The Corporation has taken all necessary or desirable actions, steps and corporate proceeding to approve or authorize, validly and effectively, the purchase of the Shares contemplated herein.


4.  MISCELLANEOUS

4.1  The preamble forms an integral part hereof;

4.2  Any notice to be given under this Agreement shall be in writing and delivered, faxed or mailed by prepaid registered mail addressed to the party to whom it is to be given at the address as shown hereinabove and such notice shall be deemed to have been given on the day of delivery, or on the day it is faxed or on the [NUMBER] business day after mailing as aforesaid, as the case may be. Notice of change of address may be given by any party in the same manner.

4.3  The provisions of this Agreement shall, except as otherwise provided herein, enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns and each and every person so bound shall make, execute and deliver all documents necessary to carry out this Agreement.

4.4  This Agreement hereto constitute the entire agreement between the parties with respect to the subject matter hereof and the transactions herein contemplated and replaces all previous agreements and understandings, if any, between the parties with respect to the subject matter hereof and the transaction contemplated herein.

4.5  This Agreement shall be governed by and construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE].


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


FIRST PARTY [YOUR COMPANY NAME]    SECOND PARTY (CORPORATION)



                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title

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